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<br />. <br /> <br />. <br /> <br />. <br /> <br />D. Mandatory Purchase. On each Reset Date, all <br />Bonds then Outstanding shall be subject to mandatory purchase <br />by the Fiscal Agent. Such mandatory purchase shall occur on <br />any Reset Date at a purchase price equal to the principal <br />amount of the Bonds plus accrued interest to the date of <br />purchase. Notwithstanding the foregoing, Bonds shall not be <br />purchased on a Reset Date if the Owner thereof has delivered to <br />the Fiscal Agent and Remarketing Agent, least five days prior <br />to the applicable Reset Date an irrevocable notice as described <br />in subsection (C) above electing to have such Owner's Bonds not <br />so purchased. Bonds to be purchased pursuant to such mandatory <br />purchase shall be delivered by the Owners thereof to the Fiscal <br />Agent (together with necessary assignments and endorsements) on <br />or prior to the applicable Reset Date. Any Bonds to be <br />purchased by the Remarketing Agent pursuant to this mandatory <br />purchase that are not delivered for purchase on or prior to the <br />purchase date (the "Untendered Bonds"), for which there has <br />been irrevocably deposited in trust with the Fiscal Agent or <br />the Remarketing Agent an amount sufficient to pay the principal <br />amount of such Untendered Bonds, together with interest accrued <br />or to accrue thereon to the Reset Date (the "Purchase Price"), <br />shall be deemed to have been delivered for purchase to the <br />Remarketing Agents, and the Owners of such Untendered Bonds <br />shall not be entitled to any payment (including any interest to <br />accrue on or after the applicable Reset Date) other than the <br />respective Purchase Prices of such Untendered Bonds, and such <br />Untendered Bonds shall not be entitled to any benefits of this <br />Resolution, except for payment of such Purchase Price out of <br />the moneys deposited for such payment as aforesaid, <br /> <br />E. Alternate Credit Facility. On or prior to the <br />fifteenth day prior to each Reset Date, the Agency shall file <br />with the Fiscal Agent and the Remarketing Agent a commitment <br />for an Alternate Credit Facility covering the payment of <br />principal of and interest on the Bonds for the next Reset <br />Period and, unless the Reset Period extends to the final <br />maturity date on the Bonds, the payment of the Purchase Price <br />of all Outstanding Bonds as provided for in Section 5D above. <br />In the event the Reset Period extends to the final maturity of <br />the Bonds, the Agency may elect not to provide an Alternate <br />Credit Facility, in which case the Agency shall so notify the <br />Remarketing Agent not later than ten (10) Business Days prior <br />to the Reset Date. <br /> <br />Section 6. Place of Payment. The principal of the <br />Bonds and any premiums upon the redemption thereof prior to <br />maturity, together with the final payment of interest thereon, <br />shall be payable in lawful money of the United States of <br />America and shall be payable at the corporate trust office of <br />the Paying Agent in New York, New York or the Fiscal Agent in <br />Los Angeles, California. Interest on the Bonds shall be paid <br />to the registered owner thereof as his name appears on the <br />register kept by the Fiscal Agent at the close of business on <br />the Record Date, by check or draft of the Fiscal Agent. <br /> <br />12-02-85 <br />9563p/2281/01 <br /> <br />-12- <br />